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NEUSTAR, INC.
 2005 Stock Incentive Plan




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TABLE OF CONTENTS
 ARTICLE I PURPOSE
    
    
    1ARTICLE II DEFINITIONS
    
    
    1ARTICLE III ADMINISTRATION
    
    
    7ARTICLE IV SHARE LIMITATION
    
    
    10ARTICLE V ELIGIBILITY
    
    
    13ARTICLE VI STOCK OPTIONS
    
    
    13ARTICLE VII STOCK APPRECIATION RIGHTS
    
    
    16ARTICLE VIII RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS
    
    
    18ARTICLE IX PERFORMANCE AWARDS
    
    
    20ARTICLE X OTHER STOCK-BASED AWARDS
    
    
    21ARTICLE XI TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS
    
    
    22ARTICLE XII UNFUNDED PLAN
    
    
    23ARTICLE XIII GENERAL PROVISIONS
    
    
    23ARTICLE XIV EFFECTIVE DATE OF PLAN
    
    
    26ARTICLE XV TERM OF PLAN
    
    
    26ARTICLE XVI NAME OF PLAN
    
    
    27
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NEUSTAR, INC.
 
 2005 STOCK INCENTIVE PLAN
 
 ARTICLE I
PURPOSE
  ARTICLE II
DEFINITIONS
  2.1 Acquisition Event
 2.2  Affiliate 
 2.3  Award 
 2.4  Board 
 2.5  Cause  provided,
however,
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2.6  Code 
 2.7  Committee 
   2.8  Common Stock 
 2.9  Company 
 2.10  Consultant 
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2.11  Detrimental Activity 
 2.12  Director 
 2.13  Disability 
 2.14  Effective Date 
 2.15  Eligible Employee 
 2.16  Exchange Act 
 2.17  Fair Market Value  Closing Price
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2.18  Family Member 
 2.19  Incentive Stock Option 
 2.20  Non-Employee Director 
 2.21  Non-Qualified Stock Option 
 2.22 Non-Tandem Stock Appreciation Right
 2.23  Option 
 2.24  Other Stock-Based Award 
 2.25  Parent 
 2.26  Participant 
 2.27  Performance Award 
 2.28  Performance Period 
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2.29  Person 
 2.30  Plan 
 2.31  Prior Plan 
 2.32  Reference Stock Option 
 2.33  Restricted Stock Award 
 2.34  RSU 
 2.35  Restriction Period 
 2.36  Retirement 
 2.37  Rule 16b-3 
 2.38  Section162(m)of the Code 
 2.39  Securities Act 
 2.40  Stock Appreciation Right 
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2.41  Stock Option   Option 
 2.42  Subsidiary 
 2.43  Substitute Awards 
 2.44 Tandem Stock Appreciation Right
 2.45  Ten Percent Stockholder 
 2.46  Termination 
 2.47  Termination of Consultancy 
 2.48  Termination of Directorship 
 2.49  Termination of Employment 
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2.50  Transfer 
 ARTICLE III
ADMINISTRATION
 3.1 The Committee .
 3.2 Grants of Awards
     7




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3.3 Guidelines
  8




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3.4 Decisions Final
 3.5 Procedures
 3.6 Assistance of Employees and Advisors; Liability and Indemnification
   9




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3.7 Indemnification
 3.8 Delegation
 ARTICLE IV
SHARE LIMITATION
 4.1 Shares
 Aggregate Limitation
 (i)
    
    The aggregate number of shares of Common Stock that may be granted under the
Plan shall not exceed 6,044,715 shares plus (x) any Common Stock available for grant
under the Prior Plan as of the date stockholder approval of the Plan is obtained, and
(y) any other shares under the Prior Plan that again become available under Section
4.1(a)(ii) (subject to any increase or decrease pursuant to Section 4.2), which may be
either authorized and unissued Common Stock or Common Stock held in or acquired for the
treasury of the Company or both. In no event shall the aggregate number of shares of
Common Stock granted pursuant to Incentive Stock Options exceed 6,044,715 shares.(ii)
    
    If an Award (or an award under the Prior Plan) is forfeited, expires or
otherwise terminates without issuance, or is settled for cash, the shares of Common
Stock subject to such Award shall, to the extent of such forfeiture, expiration,
termination or cash settlement, again be available for Awards under the Plan. If any shares of Common Stock subject to an Award (or an award under the Prior Plan) are
forfeited, expire or otherwise terminate without issuance of such shares, or any Award
or Prior Plan award is settled for cash, the shares shall, to the extent
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of such forfeiture, expiration, termination or cash settlement, again be available
for Awards under the Plan. If a Stock Appreciation Right is granted in tandem with
an Option, such grant shall apply only once against the maximum number of shares of
Common Stock that may be issued under the Plan. Shares of Common Stock underlying
Awards (or Prior Plan stock options) settled in cash shall again be available for
issuance under the Plan.
 Substitute Awards
 4.2 Changes
   11




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Acquisition Event
 4.3 Minimum Purchase Price
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ARTICLE V
ELIGIBILITY
 5.1 General Eligibility
 5.2 Incentive Stock Options
 5.3 General Requirement
 ARTICLE VI
STOCK OPTIONS
 6.1 Options
 6.2 Grants
 6.3 Terms of Options
 Exercise Price
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Option Term
 Exercisability
 Method of Exercise
 Non-Transferability of Options
 Termination by Death, Disability or Retirement
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Termination for Cause
 Termination for Any Other Reason
 Unvested Options
 Incentive Stock Option Limitations
 Form, Modification, Extension and Renewal of Options
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Buyout and Settlement Provisions
 Early Exercise
 Other Terms and Conditions
 ARTICLE VII
STOCK APPRECIATION RIGHTS
 7.1 Tandem Stock Appreciation Rights Reference Stock Option
 7.2 Terms and Conditions of Tandem Stock Appreciation Rights
 Term
 Exercisability
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Method of Exercise
 Payment
 7.3 Non-Tandem Stock Appreciation Rights
 7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights
 Term
 Exercisability
 Method of Exercise
 Payment
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ARTICLE VIII
RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNITS
 8.1 Restricted Stock Awards and RSU Awards
 8.2 Awards and Certificates
 Purchase Price
 Acceptance
 8.3 Restrictions and Conditions
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(a)
    
    Restriction Period.(i)
    
    The Participant shall not be permitted to Transfer a Restricted Stock Award or
RSU Award awarded under the Plan during the period or periods set by the Committee (the
Restriction Period) commencing on the date of such Award, as set forth in the
Award agreement and such agreement shall set forth a vesting schedule and any events
that would accelerate vesting of the Restricted Stock Award or RSU Award. The
Committee may place conditions on the grant based on service, attainment of performance
goals pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria as the
Committee may determine in its sole discretion. In addition, the Committee in its sole
discretion may (A) provide for the lapse of restrictions in whole or in part, (B)
accelerate the vesting of all or any part of any Restricted Stock Award or RSU Award
and/or (C) waive the deferral limitations for all or any part of any such Award.(ii)
    
    Objective Performance Goals, Formulas or Standards. If the grant of a
Restricted Stock Award or RSU Award or the lapse of restrictions is based on the
attainment of performance goals, the Committee shall establish the objective
performance goals, including, to the extent the Committee so determines, from among
those set forth in Exhibit A hereto, and the applicable vesting percentage of the
Restricted Stock Award or RSU Award applicable to each Participant or class of
Participants in writing prior to the beginning of the applicable fiscal year or at such
later date as otherwise determined by the Committee and while the outcome of the
performance goals are substantially uncertain.
 Rights as a Stockholder; Dividends
 Termination
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Lapse of Restrictions
 ARTICLE IX
PERFORMANCE AWARDS
 9.1 Performance Awards Performance Period
  9.2 Terms and Conditions
 Earning or Vesting of Performance Award
 Objective Performance Goals, Formulas or Standards
 Payment
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Termination
 Accelerated Vesting
 ARTICLE X
OTHER STOCK-BASED AWARDS
 10.1 Other Awards
    10.2 Terms and Conditions
 Vesting
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Price
 ARTICLE XI
TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS
 11.1 Termination or Amendment
 11.2 Non-Transferability of Awards .
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ARTICLE XII
UNFUNDED PLAN
 12.1 Unfunded Status of Plan
 ARTICLE XIII
GENERAL PROVISIONS
 13.1 Legend and Custody
    13.2 Other Plans
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13.3 Deferral; Dividends and Dividend Equivalents Dividend
Equivalents
 13.4 No Right to Employment/Directorship/Consultancy
 13.5 Withholding of Taxes
 13.6 Listing and Other Conditions
  24




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13.7 Governing Law
 13.8 Construction
 13.9 Other Benefits
 13.10 Costs
 13.11 No Right to Same Benefits
 13.12 Death/Disability .
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13.13 Section16(b)of the Exchange Act
 13.14 Section 409A of the Code .
 13.15 Successor and Assigns
 13.16 Severability of Provisions
 13.17 Payments to Minors, Etc .
 13.18 Headings and Captions
 ARTICLE XIV
EFFECTIVE DATE OF PLAN
  ARTICLE XV
TERM OF PLAN
  26




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ARTICLE XVI
NAME OF PLAN
  27




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EXHIBIT A
PERFORMANCE GOALS
 Performance Goals
  i




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NEUSTAR, INC.
 APPENDIX A  ISRAEL
 TO THE 2005 STOCK INCENTIVE PLAN
 1.
    
    GENERAL
 1.1
    
    This appendix (the Appendix) shall apply only to Participants who are
residents of the state of Israel upon the date of grant of the Award, as defined below
in Section 2, or those who are deemed to be residents of the state of Israel for tax
purposes upon the date of grant of the Award (collectively, Israeli Participants).
The provisions specified hereunder shall form an integral part of the NeuStar, Inc.
2005 Stock Incentive Plan (hereinafter the Plan).1.2
    
    This Appendix is to be read as a continuation of the Plan and modifies Awards
granted to Israeli Participants only to the extent necessary to comply with the
requirements set by the Israeli law in general, and in particular, with the provisions
of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced
from time to time. This Appendix does not add to or modify the Plan in respect of any
other category of Participants.1.3
    
    The Plan and this Appendix are complementary to each other and shall be deemed
as one. In the event of any conflict, whether explicit or implied, between the
provisions of this Appendix and the Plan, the provisions set out in the Appendix shall
prevail.1.4
    
    Any capitalized term not specifically defined in this Appendix shall be
construed according to the interpretation given to it in the Plan.
 2.
    
    DEFINITIONS
 2.1
    
    3(i) Awardmeans an Award granted pursuant to Section 3(i) of the Ordinance
to an Unapproved Israeli Participant.2.2
    
    102 Awardmeans any Award granted to an Approved Israeli Participant
pursuant to Section 102.2.3
    
    Approved Israeli Participant means an Israeli Participant who is an Employee,
Director or Officer, but excluding any Controlling Shareholder.2.4
    
    Capital Gain Award or CGAmeans a Trustee 102 Award elected and designated
by the Company to qualify under the capital gain tax treatment in accordance with the
provisions of Section 102(b)(2).2.5
    
    Cash Awardmeans any Award granted to an Israeli Participant, provided that
such Award shall be Settled using only cash.2.6
    
    Controlling Shareholder shall have the meaning ascribed to it in Section
32(9) of the Ordinance.
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2.7
    
    Employing Companymeans any Israeli corporation, or any foreign corporation
with an Israeli permanent enterprise or research & development center confirmed by the
ITA, that is directly or indirectly Controlled by the Company or Controls the Company
(a Related Company); or (b) any Israeli corporation, or any foreign corporation with
an Israeli permanent enterprise or research & development center confirmed by the ITA,
that is Controlled by a Controlling Shareholder of a Related Company. Control for
the purpose of this definition shall have the meaning ascribed to it in Section 32(9)
of the Ordinance.2.8
    
    Israeli Award Agreementmeans the Israeli Award Agreement between the
Company and an Israeli Participant that sets out the terms and conditions of an Award.2.9
    
    ITAmeans the Israeli Tax Authority.2.10
    
    Non-Trustee 102 Award means a 102 Award granted pursuant to Section 102(c)
and not held in trust by, or under the control or supervision of, a Trustee.2.11
    
    Ordinancemeans the Israeli Income Tax Ordinance [New Version] 1961 as now
in effect or as hereafter amended.2.12
    
    Ordinary Income Award or OIA means a Trustee 102 Award elected and
designated by the Company to qualify under the ordinary income tax treatment in
accordance with the provisions of Section 102(b)(1).2.13
    
    Section 102means section 102 of the Ordinance and any regulations, rules,
orders or procedures promulgated thereunder as now in effect or as hereafter amended.2.14
    
    Settlement of Awardmeans the exercise of Options, exercise of Stock
Appreciation Rights, vesting of Restricted Stock Awards, vesting of RSU Awards or
vesting of Performance Awards, into Common Stock.2.15
    
    Tax means any applicable tax and other compulsory payments such as social
security and health tax contributions under any applicable law.2.16
    
    Trustee means any person or entity appointed by the Company to serve as a
trustee and approved by the ITA, all in accordance with the provisions of Section
102(a).2.17
    
    Trustee 102 Award means a 102 Award granted pursuant to Section 102(b) and
held in trust by, or under the control or supervision of, a Trustee, for the benefit
of an Approved Israeli Participant in an Employing Company, provided that such Award
shall be Settled using only Common Stock.2.18
    
    Unapproved Israeli Participant means an Israeli Participant who is a
Consultant or a Controlling Shareholder.
 3.
    
    ISSUANCE OF AWARDS
 3.1
    
    The persons eligible for participation in the Plan as Israeli Participants
shall include Approved Israeli Participants and Unapproved Israeli Participants,
provided, however, that (i) Approved Israeli Participants may not be granted 3(i)
Awards; and (ii) Unapproved Israeli Participants may not be granted 102 Awards.
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3.2
    
    The Company may designate Awards granted to Approved Israeli Participants
pursuant to Section 102 as Trustee 102 Awards or Non-Trustee 102 Awards.3.3
    
    The grant of Trustee 102 Awards shall be made under this Appendix, shall not
be made until 30 days from the date the Plan has been submitted for approval by the
ITA and shall be conditioned upon the approval of the Plan and this Appendix by the
ITA.3.4
    
    Trustee 102 Awards may either be classified as Capital Gain Awards (CGAs) or
Ordinary Income Awards (OIAs).3.5
    
    No Trustee 102 Award may be granted under this Appendix to any Approved
Israeli Participant, unless and until the Company has filed with the ITA its election
regarding the type of Trustee 102 Awards, whether CGAs or OIAs, that will be granted
under the Plan and this Appendix (the Election). Such Election shall become
effective beginning the first date of grant of a Trustee 102 Award under this Appendix
and shall remain in effect at least until the end of the year following the year
during which the Company first granted Trustee 102 Awards. The Election shall obligate
the Company to grant onlythe type of Trustee 102 Award it has elected, and shall
apply to all Israeli Participants who are granted Trustee 102 Awards during the period
indicated herein, all in accordance with the provisions of Section 102(g). The
Election shall not prevent the Company from granting Non-Trustee 102 Awards, 3(i)
Awards or Cash Awards simultaneously.3.6
    
    All Trustee 102 Awards must be held in trust by, or under the control or
supervision of, a Trustee, as described in Section 4 below.3.7
    
    The designation of Non-Trustee 102 Awards and Trustee 102 Awards shall be
subject to the terms and conditions set forth in Section 102.
 4.
    
    TRUSTEE
 4.1
    
    Trustee 102 Awards which shall be granted under this Appendix and/or any share
of Common Stock allocated or issued upon Settlement of a Trustee 102 Award and/or
other shares of Common Stock received following any realization of rights under the
Plan shall be allocated or issued to the Trustee or controlled by the Trustee, for the
benefit of the Approved Israeli Participants, in accordance with the provisions of
Section 102. In the event that the requirements for Trustee 102 Awards are not met,
the Trustee 102 Awards may be regarded as Non-Trustee 102 Awards, all in accordance
with the provisions of Section 102.4.2
    
    With respect to any Trustee 102 Award, subject to the provisions of Section
102, an Approved Israeli Participant shall not sell or release from trust any share of
Common Stock received upon the Settlement of a Trustee 102 Award and/or any share of
Common Stock received following any realization of rights, including, without
limitation, stock dividends, under the Plan until the lapse of the period of time
required under Section 102 or any other period of time determined by the ITA (the
Holding Period). Notwithstanding the above, if any such sale or release occurs
during the Holding Period, the sanctions under Section 102 shall apply to and shall be
borne by such Approved Israeli Participant.
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4.3
    
    Notwithstanding anything to the contrary, the Trustee shall not release or
sell any shares of Common Stock allocated or issued upon Settlement of a Trustee 102
Award unless the Company, the Employing Company and the Trustee are satisfied that the
full amounts of Tax due have been paid or will be paid.4.4
    
    Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will
consent to the grant of the Award and to the Election under Section 102 and undertake
to comply with the terms of Section 102 and the trust arrangement between the Company
and the Trustee.
 5.
    
    THE AWARDS
 inter alia i.e.
 6.
    
    FAIR MARKET VALUE
  7.
    
    SETTLEMENT OF AWARDS
  8.  ASSIGNABILITY, DESIGNATION AND SALE OF AWARDS
 8.1.
    
    Notwithstanding any other provision of the Plan, no Award or any right with
respect thereto, or purchasable hereunder, whether fully paid or not, shall be
assignable, transferable or given as collateral, or any right with respect to any
Award given to any third party whatsoever, and during the lifetime of the Israeli
Participant, each and all of such Israeli Participants rights with respect to an
Award shall belong only to the Israeli Participant. Any such action made directly or
indirectly, for an immediate or future validation, shall be void.8.2
    
    As long as Awards or shares of Common Stock allocated or issued hereunder are
held by the Trustee on behalf of the Israeli Participant, all rights of the Israeli
Participant over the shares of Common Stock cannot be transferred, assigned, pledged
or mortgaged, other than by will or laws of descent and distribution.
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9.
    
    INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICERS APPROVAL
 9.1.
    
    With regard to Trustee 102 Awards, the provisions of the Plan and/or the
Appendix and/or the Israeli Award Agreement shall be subject to the provisions of
Section 102 and any approval issued by the ITA and the said provisions shall be deemed
an integral part of the Plan, the Appendix and the Israeli Award Agreement.9.2.
    
    Any provision of Section 102 and/or said approval issued by the ITA which must
be complied with in order to receive and/or to maintain any tax benefit pursuant to
Section 102, which is not expressly specified in the Plan, the Appendix or the Israeli
Award Agreement, shall be considered binding upon the Company, the Affiliates and the
Israeli Participants.
 10. DIVIDEND
  11.
    
    TERMINATION
 inter alia
 12.
    
    TAX CONSEQUENCES
 12.1
    
    Any tax consequences arising from the grant or Settlement of any Award, from
the payment for shares of Common Stock covered thereby or from any other event or act
(of the Company and/or an Affiliate and/or the Trustee and/or the Israeli
Participant), hereunder, shall be borne solely by the Israeli Participant. The Company
and/or the Affiliate and/or the Trustee shall withhold Tax according to the
requirements under the applicable laws, rules, and regulations, including withholding
taxes at source. Furthermore, the Israeli Participant agrees to indemnify the Company
and/or the Affiliate and/or the Trustee and hold them harmless against and from any
and all liability for any such Tax or interest or penalty thereon, including without
limitation, liabilities relating to the necessity to withhold, or to have withheld,
any such Tax from any payment made to the Israeli Participant.12.2
    
    The Company and/or, when applicable, the Trustee shall not be required to
release any share of Common Stock to an Israeli Participant until all required Tax
payments have been fully made.12.3
    
    With respect to Non-Trustee 102 Awards, in case of Termination of Employment,
or otherwise if so requested by the Company or an Affiliate, the Israeli Participant
shall extend to the Company and/or the Affiliate a security or guarantee for the
payment
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of Tax due at the time of sale of shares of Common Stock, in accordance with the
provisions of Section 102.12.4
    
    Section 409A of the United States Internal Revenue Code and the guidance
thereunder governs nonqualified deferred compensation arrangements. If a participant
is subject to U.S. taxation and Section 409A of the United States Internal Revenue Code
is not satisfied, such participant will incur adverse tax consequences, including
interest and penalties.Notwithstanding anything in this Appendix to the contrary, the Plan will be
administered, including for purposes of any distribution, in a manner that is
consistent with the Companys good faith interpretation of Section 409A of the
United States Internal Revenue Code and the guidance thereunder. None of the
Company, any affiliate, the Plan administrator nor any of their agents shall have
any liability to any participant or beneficiary as a result of any tax, interest,
penalty or other payment required to be paid or due pursuant to, or because of a
violation of, Section 409A of the United States Internal Revenue Code.
 13.
    
    ONE TIME BENEFIT, NOT A SALARY COMPONENT
  14.
    
    TERM OF PLAN AND APPENDIX
  15.
    
    GOVERNING LAW
   6